{"id":42581,"date":"2025-10-28T11:28:07","date_gmt":"2025-10-28T05:58:07","guid":{"rendered":"https:\/\/www.kanakkupillai.com\/learn\/?p=42581"},"modified":"2025-10-28T11:28:07","modified_gmt":"2025-10-28T05:58:07","slug":"format-of-consent-letter-for-auditor-appointment","status":"publish","type":"post","link":"https:\/\/www.kanakkupillai.com\/learn\/format-of-consent-letter-for-auditor-appointment\/","title":{"rendered":"Format of Consent Letter for Auditor Appointment"},"content":{"rendered":"

For any corporation, incorporating a company<\/strong><\/a> and ensuring compliance with statutory obligations are two key duties that a company fulfils. A key compliance step for the newly incorporated company or even an existing company is the requirement to appoint an auditor.\u00a0 The auditor will need to check whether the company\u2019s financial statements give a true and fair view of the company\u2019s financial position.<\/p>\n

However, before being appointed, the company must obtain a letter of consent from the proposed auditor confirming that they are willing and eligible to act as statutory auditor for the company, and that letter of consent states a commitment to accept the appointment. The letter of consent manifests formal acceptance, and at the same time, the contents of that letter of consent are proof that the auditor has accepted the assignment of auditing the company in accordance with the purpose of the law.<\/p>\n

This post will give you a comprehensive overview of the format of a consent letter, its legal background, important features, and an example to assist companies in completing the consent letter correctly.<\/p>\n

Understanding the Function of an Auditor<\/h2>\n

An auditor is an independent and competent individual who examines the company\u2019s books of accounts, financial transactions, and records for compliance with accounting standards<\/a> and statutory requirements. The auditor\u2019s report gives comfort to shareholders, investors, and statutory authorities about the reliability and accuracy of the company\u2019s financial statements.<\/p>\n

Auditors are expected to issue an objective opinion regarding the financial position of the company. Therefore, it is essential that auditors agree to this position in writing formally. This is the rationale for requiring a consent letter, which establishes the auditor\u2019s consent and availability to perform the audit, along with a declaration that he\/she is suitable to perform the audit free from any disqualifications against the Companies Act, 2013.<\/p>\n

Legal Provisions Governing Auditor Consent<\/h2>\n

The Companies Act 2013<\/a> in section 139(1) mandates that every company should appoint its first auditor within 30 days of incorporation and the other auditor(s) in the annual general meeting of the company.<\/p>\n

In addition, the provisions of Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 state that the company should obtain the written consent of the auditor before the auditor is appointed. The auditor would also obtain the certificate of eligibility as per section 141 of the Act.<\/p>\n

This ensures that \u2013<\/p>\n

\u2013 The auditor meets all the qualification criteria.<\/p>\n

\u2013 The auditor is not disqualified under Section 141(3).<\/p>\n

\u2013 The appointment is in line with the limits on the number of auditor(s).<\/p>\n

The consent letter and eligibility certificate, therefore, form part of the mandatory documents to be maintained on the records and files along with Form ADT-1<\/strong><\/a> filed with the Registrar of Companies (ROC).<\/p>\n

Sample Format of Consent Letter for Auditor Appointment<\/h2>\n

The following is a template that companies may follow to prepare their consent letter. It is based on the provisions of the Companies Act 2013, and can be used for an individual auditor or an audit firm.<\/p>\n

On the letterhead of Auditor\/Audit Firm<\/strong><\/p>\n

Date<\/p>\n

To,<\/p>\n

The Board of Directors<\/p>\n

(Company Name)<\/p>\n

(Company address)<\/p>\n

Subject \u2013 Consent to Act as Statutory Auditor under Section 139 of the Companies Act, 2013<\/p>\n

Dear Sir\/Madam,<\/p>\n

Pursuant to the provisions of Section 139(1) and Section 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, I\/we hereby confirm my\/our consent to act as the Statutory Auditor of [Company Name], if appointed at the Board of Directors\/Annual General Meeting (AGM) to be held.<\/p>\n

I\/we further confirm that \u2013<\/p>\n

    \n
  1. I\/we am\/are eligible to be appointed as an auditor under Section 141 of the Companies Act, 2013.<\/li>\n
  2. I\/we am\/are not disqualified under Section 141(3) of the Act.<\/li>\n
  3. The appointment made, if made, will be within the limits prescribed under Section 141(3)(g) of the Act.<\/li>\n
  4. I\/we hold a valid Certificate of Practice issued by the Institute of Chartered Accountants of India.<\/li>\n<\/ol>\n

    Kindly take this consent on record.<\/p>\n

    Thanking you,<\/p>\n

    Yours faithfully,<\/p>\n

    For [Name of the Audit Firm \/ Auditor]<\/p>\n

    (Chartered Accountants)<\/p>\n

    Firm Registration No.:<\/p>\n

    Signature: ______________________<\/p>\n

    Name of Auditor \/ Partner:<\/p>\n

    Membership No.:<\/p>\n

    Place:<\/p>\n

    Date:<\/p>\n

    Typical Errors to Prevent<\/h2>\n